Frontken Berhad Annual Report 2020

Annual Report 2020 153 FRONTKEN CORPORATION BERHAD 200401012517 (651020-T) Explanatory Notes on Special Business:- 3. Item 5 of the Agenda According to Bursa Malaysia Berhad’s letter dated 16 April 2020, one of the additional temporary relief to listed issuers is the increase of general mandate limit for new issue of securities from 10% to 20% which is valid up to 31 December 2021. The proposed Ordinary Resolution 5, if passed, will empower the Directors from the conclusion of this AGM, to allot and issue up to a maximum of 20% (up to 31 December 2021) or 10% (from 1 January 2022 until the conclusion of the next AGM of the Company) of the of the total number of issued shares of the Company (excluding treasury shares) at the time of issue (other than bonus or rights issue) without the need to convene a general meeting and for such purposes as they consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of next AGM of the Company. This mandate will provide flexibility to the Company for any possible fundraising activities, including but not limited to placing of shares, for the purpose of funding working capital, future investment project(s) and/or acquisition(s). At this juncture, there is no decision to issue any new share other than those already approved at the last Extraordinary General Meeting held on 13 April 2021. If there should be a decision to issue any new share after the general mandate is sought, the Company will make an announcement in respect thereof. The proposed Ordinary Resolution 5 is a renewal of the general mandate for issuance of shares pursuant to Sections 75 and 76 of the Act. The Company had, at the 16th AGM held on 5 August 2020, obtained its shareholders’ approval for the general mandate for issuance of 20% of the total number of issued shares of the Company (excluding treasury shares) pursuant to Sections 75 and 76 of the Act. As at the date of this notice, the Company did not issue any share pursuant to the said mandate. 4. Item 6 of the Agenda The proposed Ordinary Resolution 6, if passed, will give the Directors of the Company the authority to take all such steps as are necessary or expedient to implement, finalise, complete and/or effect the purchase(s) of Shares by the Company as the Directors may deem fit and expedient in the best interest of the Company. This authority will, unless renewed or revoked or varied by the Company at a general meeting, continue to be in force until the conclusion of the next AGM or any adjournment thereof of the Company or the expiry of the period within which the next AGM of the Company following the 17th AGM is required by the law to be held. Please refer to the Share Buy-Back Statement dated 3 May 2021 which is circulated together with this Notice for more information. 5. Item 7 of the Agenda The Nomination Committee has assessed the independence of Dato’ Haji Johar Bin Murat @ Murad, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than twelve (12) years and recommended that he continues to act as an Independent Non-Executive Director of the Company based on the following justifications: a) He fulfills the criteria under the definition of Independent Director as stated in the Main Market Listing Requirements of Bursa Malaysia Securities Berhad and thus, he is able to provide a check and balance by bringing an element of objectivity and independent judgement to the Board’s deliberations; b) He brings with him vast experience and expertise to complement the competencies of the other Directors to enhance boardroom discussion and decision; c) He has been with the Company for more than twelve (12) years and accordingly, is familiar with the nuances and understands the Group’s business operations; d) He has exercised due care and diligence during his tenure as an Independent Non-Executive Director of the Company and carried out his duties professionally and objectively in the interest of the Company and shareholders; and e) The Company will carry out a two-tier voting on the re-election of Dato’ Haji Johar Bin Murat @ Murad at this 17th AGM or any adjournment thereof. Notice of Seventeenth Annual General Meeting (cont’d)